Common use of Issuance of Additional Units and Interests Clause in Contracts

Issuance of Additional Units and Interests. The Board has the right and power to cause the Company to authorize and issue (a) additional Units or other interests in the Company (including to create and issue other classes or series having different rights), (b) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company (collectively, “Equity Securities,” which include the Units issued as of the date hereof); provided, however, that (i) Members shall have no preemptive rights, and (ii) at any time following the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed and delivered a counterpart or joinder to this Agreement. In such event, (A) the rights of Members in respect of Units or interests of any class or series shall be diluted on a pro rata basis based on holdings of such Units or other interests of such class or series, including adjustments in Percentage Interests to accommodate the dilutive effect, and (B) the Board shall have the right and power to amend the Schedule of Members solely to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including the right and power to amend this Agreement to increase the authorized number of Units of any class or create a new class of Units and to add the terms of such new class including economic and governance rights which may be different from the Initial Units or any other outstanding Equity Securities). Notwithstanding any provision in this Agreement to the contrary (including, without limitation, this Section 3.5, Section 3.4, and Section 5.2), the Percentage Interest of Calavo shall at no time and under no circumstances be reduced without the prior written consent of the Chief Executive Officer of Calavo.

Issuance of Additional Units and Interests. (i) The Board has Manager shall have the right at any time and power from time to time to authorize and cause the Company to authorize and create and/or issue (a) additional Units or other interests in Equity Securities of the Company (including to create and issue other classes or series thereof having such relative rights, powers or obligations as may from time to time be established by the Manager, including rights, powers or obligations different rightsfrom, senior to or more favorable than existing classes and series of Units), in which event, (b1) obligationsall Unitholders shall be diluted in an equal manner with respect to such issuance, evidences subject to differences in rights and preferences of Indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Companydifferent classes, groups and series of Equity Securities, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company (collectively, “Equity Securities,” which include the Units issued as of the date hereof); provided, however, that (i) Members shall have no preemptive rights, and (ii) at any time following the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed and delivered a counterpart or joinder to this Agreement. In such event, (A2) the rights of Members in respect of Units or interests of any class or series shall be diluted on a pro rata basis based on holdings of such Units or other interests of such class or series, including adjustments in Percentage Interests to accommodate the dilutive effect, and (B) the Board Manager shall have the right and power to amend the this Agreement and to update Schedule of Members solely I to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including the right and power to amend including, without limitation, amending this Agreement to increase the authorized number of Units of any class or create and authorize a new class class, group or series of Units Equity Securities and to add the terms of such new class class, group or series including economic and governance rights which may be different from from, senior to or more favorable than the Initial Units or any other outstanding existing Equity Securities). Notwithstanding , in each case without the approval or consent of any provision in this Agreement other Person. (ii) Any Person who acquires Equity Securities may be admitted to the contrary (includingCompany as a Member pursuant to the terms of Section 10.2. In connection with any issuance of Units, without limitationthe Person who acquires such Units shall execute a counterpart to this Agreement, this Section 3.5, Section 3.4accepting and agreeing to be bound by all terms and conditions hereof, and Section 5.2shall enter into such other documents, instruments and agreements to effect such purchase and evidence the terms and conditions thereof as are required by the Manager (each, an “Equity Agreement”). Each Person who acquires Units shall in exchange for such Units make a Capital Contribution to the Company in accordance with such Person’s Equity Agreement or, if none, in an amount to be determined by the Percentage Interest of Calavo shall at no time and under no circumstances Manager in its sole discretion (which may be reduced without the prior written consent of the Chief Executive Officer of Calavozero).

Issuance of Additional Units and Interests. The Board has Admission of New Members; -------------------------------------------------------------------- Additional Capital Contributions. -------------------------------- (a) Subject to obtaining the consent of the Required Interests and as otherwise provided in this Agreement, the Managing Member shall have the right and power to cause the Company to authorize and issue (ai) additional Units or other interests in the Company (including to create and issue other classes or series thereof having different rights), (bii) obligations, evidences of Indebtedness indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, Company and (ciii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company (collectively, “Equity Securities,” which include the Units issued as of the date hereof)Company; provided, however, that (i) Members shall have no preemptive rights, and (ii) at any time following -------- ------- the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed a joinder agreement in form satisfactory to the Managing Member pursuant to which such Person agrees to be bound by the provisions of this Agreement; provided further that no consent of the Required -------- ------- Interests shall be required in connection with the issuance of the Management Notes on July 23, 1999 or on August 31, 1999. The Managing Member shall determine the terms and conditions governing the issuance of such additional interests, including the number and designation of such additional interests, the preference (with respect to distributions, in liquidation or otherwise) over any other Units and any required contributions in connection therewith. Subject to Section 3.5(b) below, a Person to which the Company issues Units or other -------------- interests in the Company shall be admitted as a Member of the Company only with the prior written consent of the Managing Member and if such Person has executed and delivered a counterpart or joinder to of this Agreement. In such eventNotwithstanding the foregoing, (A) the rights Managing Member shall have the right, without obtaining the consent of Members the Required Interests or any Member, to cause the Company to issue additional Investor Units in respect of Units or interests connection with the repurchase by the Company of any class or series Units held by any Member pursuant to an agreement with such Member on the same terms with respect to such repurchased units. At least 10 days prior to the issuance and sale of any additional Investor Units in connection with any such repurchase, the Company shall give written notice of such issuance to the Investors (other than any Investor whose Units are being repurchased) and, to the extent permitted under applicable securities laws without material expenditure by the Company, each such Investor shall be diluted entitled to purchase in connection with such issuance a number of additional Investor Units equal to such Investor's pro rata share (based upon the number of Investor Units held by such Investor and the number of Investor Units held by all Investors other than any Investor whose Units are being repurchased) of such additional Investor Units. Any Investor Units which remain unpurchased after such offer to such Investors, shall be reoffered to such Investors on a pro rata basis based on holdings until all of such Investor Units or other interests shall have been purchased. Each such Investor may elect to purchase additional Investor Units by delivering written notice of such class or serieselection to the Company together with the purchase price therefor (in the form specified in the Company's notice) within 10 days after receipt of the Company notice. Each purchasing Investor shall be entitled to purchase such additional Investor Units at the same price and on the same terms as such Investor Units are offered by the Company to the other Investors. (b) Notwithstanding anything herein to the contrary, including adjustments in Percentage Interests to accommodate the dilutive effect, and (B) the Board Xxxxx Xxxxx shall have the right in his sole discretion, without obtaining the consent of the Required Interests or any Member, to (i) cause the Company to issue those certain Class A Management Units contained in the Pool as of the date hereof or hereafter added to the Pool pursuant to Section 3.9, or (ii) cause the Company to issue any ----------- Class B Management Units, or allocate any unallocated Class B Management Units from the Pool, in an amount not to exceed an aggregate issued and power outstanding number equal to amend the Schedule of Members solely 500 Class B Management Units, in each case to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including the right and power to amend this Agreement to increase the authorized number of Units employees of any class or create a new class Subsidiary of Units and to add the terms of such new class including economic and governance rights which may be different from the Initial Units or any other outstanding Equity Securities). Notwithstanding any provision in this Agreement to the contrary Company (including, without limitation, this Section 3.5employees of CTN but excluding Xxxxx Xxxxx); provided, Section 3.4however, that prior to any such issuance, Xxxxx Xxxxx shall require such employees to enter into agreements providing for the repurchase of such Management Units upon termination of employment and Section 5.2), shall obtain the Percentage Interest of Calavo shall at no time and under no circumstances be reduced without the prior written consent of the Chief Executive Officer Managing Member solely with respect to adequacy of Calavoany repurchase rights in favor of the Company regarding such Class A Management Units or Class B Management Units; and provided further that the Company shall not issue Class A Management Units or Class B Management Units, or allocate any unallocated Class A Management Units or Class B Management Units from the Pool, to any Person unless such Person shall have executed a joinder agreement in form satisfactory to the Managing Member pursuant to which such Person agrees to be bound by the provisions of this Agreement, which such form has already been approved by the Managing Member. In the event Xxxxx Xxxxx ceases to be an employee of any Subsidiary of the Company (including, without limitation, CTN) or ceases to be a Member, the Managing Member shall have the right to issue any additional Class A Management Units or Class B Management Units, or allocate any unallocated Class A Management Units or Class B Management Units from the Pool. (c) Notwithstanding anything to the contrary in Section 3.5(a) above, each -------------- Investor shall be required to make additional Capital Contributions to the Company from time to time with respect to the Investor Units held by such Investor when and as called by the Managing Member upon ten days prior written notice solely to fund the exercise by the Company of the Warrants or the exercise by the Company of the purchase rights granted pursuant to the Equity Protection Agreements. The amount of any such additional Capital Contribution by such Investor shall be limited to such Investor's pro rata share (based upon the number of outstanding Investor Units held by such Investor and the number of outstanding Investor Units held by all Investors) of the aggregate Capital Contribution being made by all Investors pursuant to such capital call by the Managing Member. No additional Investor Units will be issued in connection with any such additional Capital Contribution, unless otherwise decided by the Managing Member.

Issuance of Additional Units and Interests. The Board has Subject to compliance with Section 3.1(c) and the right and power receipt of any approval required pursuant to cause the Company to authorize and issue (a) additional Units or other interests in the Company (including to create and issue other classes or series having different rightsSection 5.1(e), (b) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company (collectively, “Equity Securities,” which include the Units issued as of the date hereof); provided, however, that (i) Members shall have no preemptive rights, and (ii) at any time following the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed and delivered a counterpart or joinder to this Agreement. In such event, (A) the rights of Members in respect of Units or interests of any class or series shall be diluted on a pro rata basis based on holdings of such Units or other interests of such class or series, including adjustments in Percentage Interests to accommodate the dilutive effect, and (B) the Board shall have the right at any time and power from time to time to (i) authorize and cause Holdings LLC to create and/or issue Equity Securities of Holdings LLC, in which event, all Unitholders shall be diluted in an equal manner with respect to such issuance, subject to differences, if any, in rights and preferences of different classes, groups and series of Equity Securities and (ii) amend this Agreement and/or the Schedule of Members solely Unitholders to reflect such additional issuances (and any dilution to the outstanding Equity Securities of Holdings LLC therefrom) and to make any such other amendments as it deems necessary or desirable to reflect or effectuate such additional issuances consistent with the foregoing (including the right and power to amend including, without limitation, amending this Agreement to increase the authorized number of Units Equity Securities of any class class, group or series, to create and authorize a new class class, group or series of Units Equity Securities and to add the terms of such new class class, group or series, including economic and governance rights which may be different from from, senior to or more favorable than the Initial Units or any other outstanding existing Equity Securities), in each case without the approval or consent of any other Person. Notwithstanding the foregoing, (i) any provision in this Agreement such modification or amendment to the contrary Section 4.1(a) (including, without limitation, this Section 3.5Tax Distributions), Section 3.4, and Section 5.25.1(c) (Fiduciary Duties), Section 5.1(d) (Affiliate Transactions), Section 9.2 (Right of First Refusal), Section 9.3 (Tag Along Rights), Section 9.4 (Approved Sale) or Section 9.10 (Change in Business Form) which materially and adversely affects the Percentage Interest rights or obligations of Calavo the Summit Investors, the KRG Investors or the Management Investors, as the case may be, shall at no time and under no circumstances be reduced without effective only with the prior written consent of the Chief Executive Officer Majority Summit Investors, the Majority KRG Investors or the Majority Management Investors (to the extent the Summit Investors, the KRG Investors or the Management Investors, as the case may be, are materially and adversely affected thereby), and (ii) any such amendment which materially and adversely affects the rights or obligations of Calavoa Member in respect of any Units in a manner which is disproportionately adverse to such Member relative to such rights or obligations of other holders in respect of the Units of the same class or type shall be effective only with the written consent of those Persons who hold a majority of the class or type of Units so affected. Any Person who acquires Equity Securities may be admitted to Holdings LLC as a Member pursuant to the terms of Section 10.2. In connection with any issuance of Units or other Equity Securities, the Person who acquires such Units or other Equity Securities shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof (as this Agreement may be amended in connection therewith), and shall enter into such other documents, instruments and agreements to effect such purchase and evidence the terms and conditions thereof (including vesting and buyback provisions) as are required by the Board (each, an “Equity Agreement”). Each Person who acquires Units or other Equity Securities shall in exchange for such Units or other Equity Securities make a Capital Contribution to Holdings LLC in an amount (if any) to be determined by the Board.

Issuance of Additional Units and Interests. The Subject to compliance with Sections 3.1(c) and (d) (only to the extent applicable), the Board has shall have the right at any time and power from time to time to authorize and cause the Company to authorize and create and/or issue (a) additional Units or other interests in Equity Securities of the Company (including to create and issue other classes or series having different rights)any Person, (b) obligationsin which event, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company (collectively, “Equity Securities,” which include the Units issued as of the date hereof); provided, however, that (i) Members shall have no preemptive rightsall Units of a class, and (ii) at any time following the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed and delivered a counterpart or joinder to this Agreement. In such event, (A) the rights of Members in respect of Units or interests of any class group or series shall be diluted on a pro rata basis based on holdings in an equal manner as to the other Units of such Units or other interests of such class class, group or series, including adjustments with respect to such issuance, subject to differences in Percentage Interests to accommodate the dilutive effectrights and preferences of different classes, groups and series of Equity Securities, and (Bii) the Board shall have the right and power to amend this Agreement and/or the Schedule of Members solely Unitholders to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including the right and power to amend including, without limitation, amending this Agreement to increase the authorized number of Units Equity Securities of any class class, group or series, to create and authorize a new class class, group or series of Units Equity Securities and to add the terms of such new class class, group or series including economic and governance rights which may be different from from, senior to or more favorable than the Initial Units or any other outstanding existing Equity Securities), in each case without the approval or consent of any other Person. Notwithstanding any provision in this Agreement Any Person who acquires Equity Securities may be admitted to the contrary (includingCompany as a Member in accordance with Section 10.2. In connection with any issuance of Units, without limitationthe Person who acquires such Units shall execute a counterpart to this Agreement, this Section 3.5, Section 3.4accepting and agreeing to be bound by all terms and conditions hereof, and Section 5.2shall enter into such other documents, instruments and agreements to effect such purchase and evidence the terms and conditions thereof (including Transfer restrictions, vesting and forfeiture or buyback provisions) as are required by the Board (each, an “Equity Agreement”). Each Person who acquires Units shall in exchange for such Units make a Capital Contribution to the Company in accordance with such Person's Equity Agreement or, if none, in an amount to be determined by the Percentage Interest of Calavo shall at no time and under no circumstances Board in its sole discretion (which may be reduced without the prior written consent of the Chief Executive Officer of Calavo.zero). [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Issuance of Additional Units and Interests. The Board has the right power and power authority to cause the Company to authorize and issue (a) additional Units or other interests in the Company (including to create and issue other classes or series having different rights), (b) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company (collectively, “Equity Securities,” which include the Units issued as of the date hereof); provided, however, provided that (i) the Company shall not issue any Units other than the Initial Units to any Initial Member, (ii) Members shall have no preemptive rights, and (iiiii) at any time following the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed and delivered a counterpart or joinder to this Agreement. In such event, (A) the rights of Members in respect of Units or interests of any class or series shall be diluted on a pro rata basis based on holdings of such Units or other interests of such class or series, including adjustments in Percentage Interests Interest to accommodate the dilutive effect, and (B) the Board shall have the right power and power authority to amend the Schedule of Members solely to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including the right power and power authority to amend this Agreement to increase the authorized number of Units of any class or create a new class of Units and to add the terms of such new class including economic and governance rights which may be different from the Initial Units or any other outstanding Equity Securities). Notwithstanding any provision in this Agreement to the contrary (including, without limitation, this Section 3.5, Section 3.4, and Section 5.2), the Percentage Interest of Calavo shall at no time and under no circumstances be reduced without the prior written consent of the Chief Executive Officer of Calavo.

Issuance of Additional Units and Interests. The 3.5.1 Subject to Section 3.5.2, the Board has shall have the right and power to cause the Company to authorize and issue or sell to Members, affiliates of Members or other Persons: (ai) additional Units or other interests in the Company (including to create and issue other classes or series thereof having different rights), (bii) obligations, evidences of Indebtedness indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, Company and (ciii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, to the extent permitted hereunder such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member. 3.5.2 If the Company authorizes the issuance and sale of additional Units (collectivelyor securities convertible or exchangeable directly or indirectly for Units) (after taking into account the exceptions set forth in the remainder of this sentence, the “Equity Securities,” which include the Units issued as of the date hereofAdditional Units”); provided, however, that except for issuances (i) Members shall have no preemptive rightsto service providers of the Company and its Subsidiaries, and (ii) pursuant to any unit split, dividend, recapitalization or reclassification, (iii) in connection with any acquisition in which Units are utilized by the Company (and received by the seller) as the consideration in such acquisition, (iv) to a lender in connection with such lender providing financing to the Company and/or its Subsidiaries, or (v) pursuant to a Public Sale or reorganization in connection therewith, then each Member which is a holder of the class of Units which comprise such Additional Units shall be entitled to purchase their pro rata share (based upon the number of Units of the same class of Additional Units, if any, held by each such Member (and their Affiliates) at any time following such time) of such Additional Units. At least 15 days prior to issuance thereof (the date hereof“Offering Period”), the Company shall not issue give written notice of the offering of Additional Units to any Person unless each such Person shall have executed Member describing in reasonable detail the price and delivered a counterpart or joinder terms of such offering. Upon receipt of such notice, each such Member may elect to this Agreement. In such event, (A) the rights of Members in respect of Units or interests of any class or series shall be diluted on a purchase its pro rata basis share (based on holdings of such Units or other interests of such class or series, including adjustments in Percentage Interests to accommodate upon the dilutive effect, and (B) the Board shall have the right and power to amend the Schedule of Members solely to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including the right and power to amend this Agreement to increase the authorized number of Units of any class or create a new the same class of Additional Units, if any, held by each such Member (and their Affiliates) at such time) of the Additional Units by delivering written notice of such election to the Company together with a cashier’s or certified check made payable to the Company in the amount of the full purchase price thereof within 15 days after receipt of the Company’s notice. Each such Member shall be entitled to purchase its pro rata share (based upon the number of Units of the same class of Additional Units, if any, held by each such Member (and their Affiliates) at such time) of the Additional Units at the same price and on the same terms as being offered by the Company to add third parties; provided that if such Member purchases such Additional Units, it shall pay in cash an amount equal to the Fair Market Value of any non-cash consideration to be paid by such third parties for such Additional Units; and provided further that if the Additional Units are offered with other securities of the Company and such Member exercises its rights hereunder, it must purchase the same strip of securities on the terms and conditions being offered by the Company. If any Additional Units remain after giving effect to such procedure, such procedure shall be repeated (in accordance with the periods set forth in this Section 3.5.2) until either all Additional Units requested to be purchased by the eligible Members have been so allocated or no Additional Units remain available for purchase or are requested to be purchased. Upon the expiration of the final Offering Period, the Company shall be entitled to sell any securities which such Members have not elected to purchase hereunder during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Members. Any securities offered or sold by the Company after such 90-day period must be reoffered to each such Member pursuant to the terms of such new class including economic and governance rights which may be different from the Initial Units or any other outstanding Equity Securities). Notwithstanding any provision in this Agreement to the contrary (including, without limitation, this Section 3.5, Section 3.4, and Section 5.2), the Percentage Interest of Calavo shall at no time and under no circumstances be reduced without the prior written consent of the Chief Executive Officer of Calavo.

Issuance of Additional Units and Interests. The Board has Admission of New ------------------------------------------------------------ Members; Additional Capital Contributions. ----------------------------------------- (a) Subject to obtaining the consent of the Required Interests and as otherwise provided in this Agreement, the Managing Member shall have the right and power to cause the Company to authorize and issue (ai) additional Units or other interests in the Company (including to create and issue other classes or series thereof having different rights), (bii) obligations, evidences of Indebtedness indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, Company and (ciii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company (collectively, “Equity Securities,” which include the Units issued as of the date hereof)Company; provided, however, that (i) Members shall have no preemptive rights, and (ii) at any time following -------- ------- the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed a joinder agreement in form satisfactory to the Managing Member pursuant to which such Person agrees to be bound by the provisions of this Agreement; and provided further that no consent of the -------- ------- Required Interests shall be required in connection with the issuance of the Management Notes or the issuance of the additional Units as of the date of the third amendment and restatement of this Agreement. The Managing Member shall determine the terms and conditions governing the issuance of such additional interests, including the number and designation of such additional interests, the preference (with respect to distributions, in liquidation or otherwise) over any other Units and any required contributions in connection therewith. Subject to Section 3.5(b) below, a Person to which the -------------- Company issues Units or other interests in the Company shall be admitted as a Member of the Company only with the prior written consent of the Managing Member and if such Person has executed and delivered a counterpart or joinder to of this Agreement. In such eventNotwithstanding the foregoing, (A) the rights Managing Member shall have the right, without obtaining the consent of Members the Required Interests or any Member, to cause the Company to issue additional Investor Units, on the same terms as the repurchased units, in respect of Units or interests connection with the repurchase by the Company of any class or series Units held by any Member pursuant to an agreement with such Member. At least 10 days prior to the issuance and sale of any additional Investor Units in connection with any such repurchase, the Company shall give written notice of such issuance to the Investors (other than any Investor whose Units are being repurchased) and, to the extent permitted under applicable securities laws without material expenditure by the Company, each such Investor shall be diluted entitled to purchase in connection with such issuance a number of additional Investor Units equal to such Investor's pro rata share (based upon the number of Investor Units held by such Investor and the number of Investor Units held by all Investors other than any Investor whose Units are being repurchased) of such additional Investor Units. Any Investor Units which remain unpurchased after such offer to such Investors, shall be reoffered to such Investors on a pro rata basis based on holdings until all of such Investor Units or other interests shall have been purchased. Each such Investor may elect to purchase additional Investor Units by delivering written notice of such class or serieselection to the Company together with the purchase price therefor (in the form specified in the Company's notice) within 10 days after receipt of the Company notice. Each purchasing Investor shall be entitled to purchase such additional Investor Units at the same price and on the same terms as such Investor Units are offered by the Company to the other Investors. (b) Notwithstanding anything herein to the contrary, including adjustments in Percentage Interests to accommodate the dilutive effect, and (B) the Board Xxxxx Xxxxx shall have the right in his sole discretion, without obtaining the consent of the Required Interests or any Member, to (i) cause the Company to issue those certain Class A Management Units contained in the Pool as of the date hereof, or (ii) cause the Company to issue any Class B Management Units, or allocate any unallocated Class B Management Units from the Pool, in an amount not to exceed an aggregate issued and power outstanding number equal to amend the Schedule of Members solely 500 Class B Management Units, in each case to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including the right and power to amend this Agreement to increase the authorized number of Units employees of any class or create a new class Subsidiary of Units and to add the terms of such new class including economic and governance rights which may be different from the Initial Units or any other outstanding Equity Securities). Notwithstanding any provision in this Agreement to the contrary Company (including, without limitation, this Section 3.5employees of CTN); provided, Section 3.4however, that prior to any such issuance, Xxxxx Xxxxx shall require such employees to enter into agreements providing for the repurchase of such Management Units upon termination of employment and Section 5.2), shall obtain the Percentage Interest of Calavo shall at no time and under no circumstances be reduced without the prior written consent of the Chief Executive Officer Managing Member solely with respect to adequacy of Calavoany repurchase rights in favor of the Company regarding such Class A Management Units or Class B Management Units; and provided further that the Company shall not issue Class A Management Units or Class B Management Units, or allocate any unallocated Class A Management Units or Class B Management Units from the Pool, to any Person unless such Person shall have executed a joinder agreement in form satisfactory to the Managing Member pursuant to which such Person agrees to be bound by the provisions of this Agreement, which such form has already been approved by the Managing Member. In the event Xxxxx Xxxxx ceases to be an employee of any Subsidiary of the Company (including, without limitation, CTN) or ceases to be a Member, the Managing Member shall have the right to issue any additional Class A Management Units or Class B Management Units, or allocate any unallocated Class A Management Units or Class B Management Units from the Pool. (c) Notwithstanding anything to the contrary in Section 3.5(a) above, -------------- each Investor shall be required to make additional Capital Contributions to the Company from time to time with respect to the Investor Units held by such Investor when and as called by the Managing Member upon ten days prior written notice solely to fund the exercise by the Company of the Warrants or the exercise by the Company of the purchase rights granted pursuant to the Equity Protection Agreements. The amount of any such additional Capital Contribution by such Investor shall be limited to such Investor's pro rata share (based upon the number of outstanding Investor Units held by such Investor and the number of outstanding Investor Units held by all Investors) of the aggregate Capital Contribution being made by all Investors pursuant to such capital call by the Managing Member. No additional Investor Units will be issued in connection with any such additional Capital Contribution.